Spiderlily
by WildLillys
Summary: This story is mainly centered around our favorite young arachnid vigilante, Peter Parker. Except that in this story, he is a she. While there may be angst, there will be fluff and generally just the Avengers being a big family! This is an AU. I don't care what anyone says, Harry O., Gwen S., Ned Leeds and MJ are in this story.


Throughout her life, Penny had suffered great losses and faced many tragedies. But three specific... _incidents_ had shaped her into the person she was today. It was only after those three incidents had taken place that Penny's real story began. Penelope "Penny" Parker was merely six when the first disaster occurred. Her parents died in a plane crash. She had naturally been devastated, but the fact that no one was willing to tell her anything other than about the loss of her parents, her frustration was unavoidable.

She made sure to watch any and every news channel her young mind could provide in hopes of hearing anything that could tell her what _exactly_ happened to her parents. It didn't take long before she stumbled upon something.

Practically everyone was freaking out about the incident. Several of the professional teams who were tasked with investigating the cause behind the crash gave a lot of contradicting facts and information but all of them boiled down to one single truth. Someone has messed with the controls, it was planned all along.

But regardless of whether it was an accident or a planned murder, Penny became an orphan. She would have been sent to an orphanage or a foster home had it not been for her uncle taking custody over her.

Both her uncle, Ben, and his wife, May, lived on their own in a small but cozy apartment with no children to speak of. It was obvious that they were content with their lives. And yet they were willing to take her in, something she still believes she never will be able to repay.

Their kindness, while very much appreciated, has brought many changes in her life. For one, she had to change her school to a closer one, leaving behind her two best friends, Harry Osborne, and Gwen Stacy.

In her young childish mind getting new friends would mean replacing her two best friends, and that was something she would never ever do!

Unfortunately, this mindset had caused her to not have any friends in her new school (and getting a bully did not help at all). She always told herself that it doesn't matter, but she could no longer ignore that little twinge of pain she gets every time she sees a group of friends happily chatting and teasing each other, the same way Harry, Gwen and she used to do.

So in hopes of forgetting the loneliness, she buried herself in her studies, convinced that it was the best way to avoid her predicament as well as bringing happiness to her precious guardians.

A few years passed and one day her curiosity got the better of her and she started going through her father's research, some of the very few things left for her from her parents, and while some things were completely out of her league, she knew enough to safely say that it was about cross-species experiments.

Being curious about what her parents' jobs were, as it was something her parents never mentioned and she hadn't thought much of it at the time, she asked her uncle who responded that they used to work at Oscorp. So in order to find something about her parents' research she tries to land an internship at Oscorp.

She guessed that knowing the son of the founder/CEO of Oscorp as well as the man himself was not fair considering how nice the two of them are towards her, but she's gotta do what she's gotta do.

Now that she has a target within her sight she becomes even more engrossed into her studies wanting desperately to find something about her parents -whom she started feeling detached from.

Coupling that with her already high IQ (something she got from her parents) she turned out to be a child prodigy. She makes sure to read all of Dr Bruce Banner's as well as Oscorp's works for her biology-related self-studies as well as chemistry, even though chemistry was something she excelled at as it came to her naturally. As for physics and mechanics related ones, she looked up schematics and works of Stark Industries.

she knew Stark Industries doesn't recruit interns younger than 18 that is college students. Oscorp though was a little lenient so she thanked heavens for the small mercy.

So right after finishing middle school, she applied for the internship. It took a year but she was approved and she started her internship at Oscorp with a single goal in her mind.

But let it not be said that she does not have a hobby, she in fact quite enjoys photography. It was something to relieve stress, something to take her mind off the unsavoury events whenever they occur. It was something she enjoyed.

At the age of 14, the second disaster occurred. While searching for some evidence, anything related to her parents she stumbled upon a room containing something related to their research about cross-species.

You see, while being her rarely shown sly self, she slipped into Norman's office (sending mental apologies) and started going through the files corresponding with the time period her parents worked at Oscorp.

Once she found the required files she started thumbing through them hoping to reach something significant, as the files mostly contained normal research and information about the employees' work like improving their gadgets, new schematics etc, nothing out of the ordinary.

Her parents' file, though, practically details everything about cross-species experiments and she was also surprised to see that Oscorp was still experimenting and improving her parents' work.

Once she got the directions and the room in which all the work and improving is being done, she immediately rearranged everything and erased any evidence of her ever being in the office, she had hacked into the security cameras and made sure that they are played on loop, she also used gloves just for extra measures.

Finding the room took a while but once she did find it she noted that it was in a secluded part of the building, somewhere that appeared to be rarely visited or even maintained, as if it was off-limits.

As quietly as she will possibly ever be in her entire life she picked the lock of the room (thanking all the deities she could think of that the door does not have any electronic locks, which should have been a warning in and of itself) which didn't take long.

She swiftly slipped into the dark room and made sure that the door remained open a tiny crack. looking for the light switch was not as easy as she had imagined, after a while of blind searching, she felt something brush against her hand. She would have thought it was the light switch if it wasn't for the fact that it was...hairy?

She immediately withdrew her hand in fear of what it might have been, accidentally letting the door slip from her grasp which immediately closed and cut off any light from outside, unfortunately, it seemed that it was lodged in its place. Guess she couldn't be too lucky, that's Parker luck for ya.

Only then did she remember about the small flashlight she had on her person. Lighting it on, her brain took a moment to comprehend the image her eyes have sent it.

But when she did realize that she was locked in a room full of genetically enhanced spiders she freaked out!

Now if she was being honest with herself pick locking came easily to her and honestly, the internet has way too much information, (practically anyone could become a criminal with a little bit of practice and some internet surfing, it honestly scared her). But trying to get the locking mechanism to budge was practically impossible considering that she was surrounded by hundreds of spiders. She feels herself getting lightheaded from hyperventilating.

Her hands were shaking and she doesn't dare stop her efforts, not even a moment to glance at the spiders behind her. Oh God, they're everywhere above, left, right, behind, crowding and approaching and _ohMyGodThey'reGettingCloser-_

At that particular moment and right when she was about to lose her mind she yelped at the sudden stinging pain originating from her hand as she pulls the pained limb towards her letting go of the flashlight on instinct and it rolls on the floor, forgotten as she cradles her hand closer hoping to lessen the pain.

She ran her fingers tenderly on the centre point of the pain, only to feel a small bump. her brain barely took a few seconds to realize that that was bad. She had been bitten. She had been bitten by a radioactive spider and naturally, she panics. Countless thoughts and possibilities ran through her brain like a freight train.

If that doesn't kill her, she thought, then it would have some serious side effects, she could perhaps become paralyzed, maybe lose her senses or even-

She shook her head and with trembling hands, she searched the floor for the flashlight and the picklock pin. she has to get out!

She found the pin surprisingly easily, but she couldn't find the flashlight, though she felt the shards of glass, probably from the broken lens of her flashlight or maybe something else. Either way, she proceeded to blindly twist the pin trying any possible angle she physically could without breaking the delicate object.

But it was hard, so very hard, she could feel them. She could feel the small creepy creatures moving along her arms, legs, shoulders, neck, face and oh god there was too much, her eyes filled with tears, whether from frustration or fear, she didn't know. But it could have been both.

It was getting harder to pull air into her lungs, she was breathing deeply through her nose (she wouldn't dare open her mouth) but oxygen refused to co-operate. Or maybe it was her lungs that were not cooperating. _'stupid lungs'_ she had thought before she lost her strength, tilting sideways and falling to the ground amidst the thousands of spiders all around. _'stupid spiders'_ she lost all sense of where she was and what was she doing, but the fear remained constant. _'stupid, stupid me'_ then she descended into the unknown.

* * *

Waking up was not slow, her consciousness did not elude her, once she registered the light behind her eyes, her memories assaulted her brain like a bull seeing red.

She abruptly sat up with a gasp, expecting to be in a hospital or a clinic of some sort, she was surprised, however, when she found herself on a comfy, expensive-looking couch. A _familiar_ comfy, expensive-looking couch.

Norman Osborne's office. That was where she found herself in.

And exactly at that moment, as if he had been expecting her to wake up at that instant, Norman Osborne had graced the office with his presence. He looked at her with concern and worry, something which was starting to become foreign on his face.

Norman asked her whether she was all right and when she replied with a positive he informed her about how one of his employees had found her when he was going through the weekly checkup. He told her that she was examined by his own private doctor who told him that nothing was wrong with her and that they merely had to wait for Penny to wake up. When she blushed in embarrassment (and maybe feeling a bit shameful) and told him that he shouldn't have troubled himself by asking for a private doctor, he waved it off with a small comment on how the doctor was visiting him in the first place.

He seemed to remember something as he turned around and faced her with a neutral expression and asked if she remembered what happened. In the future, when she would become a hero, and when she would think back on that incident, Penny would realize that he was nervous as if he was trying to hide something. Or perhaps he would have been unwilling to do something, maybe erasing her memory was an option? he certainly had the resources and brains to get the job done.

Regardless of what she would come to realize in the future, at that moment and in her situation, she hesitated about telling him the truth. Call it instincts -something which she'll come to greatly rely on- but she decided that Norman Osborne would not know the truth.

She had replied with a negative, stating that she had been deep in thought and she probably strayed off the usual path she took and had found herself lost, after which she entered the room hoping to find someone who would direct her to the main labs where she interns.

Penny scrunched her face in faux concentration hoping to trick the older male into believing her as she continued her lie by telling him that everything seemed fuzzy after that and that the next thing she's aware of is that she woke up on that couch.

He looked her straight in the eyes as if he could read her soul. And for a second his dark irises seemed to dull as he narrowed his eyes, at that moment Penny felt as if she was frozen in place, completely vulnerable against the man's judgment, but it was only for a second.

After that, he sent her a warm fatherly smile, which caused guilt to flare up within her for lying to a person she came to respect and she also remembered how her best friend, Harry Osborne, would complain to her about how much distant and strict his father was becoming, rarely, if _ever_ , acting like the father his innocent childhood memories displayed.

But her thoughts were invisible to the male whose smile simply widened more when Penny gave a meek smile of her own.

Later that day she found herself sitting on her bed, staring at the back of her hand where she had been bitten earlier, only there was no bump anymore. It has disappeared. It was as if she had never been bitten in the first place.

Whether that was a good sign or bad she didn't know. She would have pondered on the thought a little bit more, but she had suddenly been overwhelmed with exhaustion, so dismissing any worries she had fallen asleep before her head had hit the pillow.

* * *

Penny was a morning person. Really, she was! But when she had woken up the next morning she had cursed the sun for being so impatient and the night for being so short and then proceeded to curse everything her eyes landed on.

Yeah, waking up with a headache does that to people.

Penny had been frustrated. She was so exhausted and sleep had done nothing it seemed, only adding more exhaustion. Her headache was getting stronger by the second, but she had to go to school.

The plan was to leave before her aunt and uncle noticed her and started firing questions about her sloppy posture.

Unfortunately for Penny, her plan didn't work because the moment she had stepped out of her room she was faced with aunt may who promptly lead her back inside and ordered her to rest when she saw her pained expression.

Penny had been bedridden for two days. She had gotten a bad fever shortly after being sent to bed.

She had been unconscious throughout the whole ordeal but her aunt and uncle were so worried about the fever rising any more and causing lasting damage that they had decided to take her to the hospital if she does not get better soon.

When penny woke up to the emptiness of her room, she felt much better. In fact, she had felt way better than she had in years!

It was as if everything was so clear and vivid. She could hear noises and sounds from far away she hadn't heard from her room before, she could practically feel every fiber of the blanket and the sheet she touched, it was so overwhelming.

Only then had she realized that she wasn't wearing her glasses and yet, her eyesight was as good as new.

Naturally, she had been dumbstruck and a little bit freaked out. It was something unheard of, but she would become even more shocked when she accidentally breaks the faucet, trying to wash her face and when she later completely crushes the doorknob when she tried exiting, and when multiple miscellaneous items stick to her hands while she tried flinging them away with little success, and her sanity would jump out of the metamorphic window when she was so busy pacing trying to calm her self and explain things logically and she finds herself on the roof of her room, standing upside down without the feeling of blood rushing to her head, causing lightheadedness like usual.

* * *

Trying to hide her new abilities from her guardians while wearing glasses similar to her old ones in design except with fake lenses, she finally managed to conclude that it was all the genetically enhanced spider's fault.

She had studied a sample of her blood -and by extension her DNA- in secret at Oscorp. She had made sure to get rid of any evidence that could lead to her using the devices without special permission.

She does not need anyone to question her actions.

She also found out that she had something like enhanced metabolism hence why she started feeling hungrier than she was used to.

She, of course, had to limit her intake of food as to avoid any suspicion, she wasn't that much of an eater before, and suddenly eating large amounts of food would be a definite cause for concern (it was hard though because she would feel so lethargic and tired if she didn't eat enough to satisfy her monstrous metabolism)

Penny realized that her metabolism provides her with better healing, just like the one Captain America had, she had found similarities between their powers. The healing factor, the enhanced strength, and increased metabolism are the most noted similarities.

She also found out about a 'danger sense' of sorts. It was something like a constant buzzing in her head that would drive her insane. But it always warned her about any oncoming danger, whether it be something small like tripping or something bad like avoiding being run over when she's in deep thought. All in all, she was still wary about it but she had to admit, it was incredibly useful.

Throughout her experimenting and testing of her new powers, she found herself in some incredibly embarrassing situations which had been extremely hard to explain or excuse. But she became better at hiding it, she had gained quite the experience (that probably was not something to be proud of, she would remind herself).

In two months' time, Penny had gotten a good grip over her powers. The only problem was that she doesn't know what to do with them. She tried thinking of something that would put them to good use without causing any suspicion, she was after all the weak and skinny Penelope parker. The sudden strength would obviously be suspicious.

She let that thought be for now.

* * *

Penny was starting to become paranoid. Not only was she becoming increasingly jumpy and anxious due to her constantly buzzing sense, but she also started feeling guilty. Guilt was one of the worst things Penny had and will endure in her life. It was like a thick sludge that settled in her chest and refused to ease up even a little for Penny to pull in a breath of air.

The guilt of lying to her aunt and uncle and the mere act of hiding something of such importance had caused the young 14 years old brunette great distress and drew tears from her. After much debate and pep talks with herself, she decided that the best course of action would be to inform her guardians of her predicament.

That way not only would they be able to find a good use for her new abilities but the guilt - _the awful, suffocating guilt_ \- would ease up a little. In the end, she had decided to tell her guardians. But she couldn't bear to face two of them together, the mere thought of seeing the disappointment on not one but both of their faces was overwhelming.

Only one would be informed first, she said to herself in an effort to calm her anxious mind. Her uncle would be the first. Later that evening she would ask her uncle to take a stroll with her in the neighbourhood before dinner and then she would tell him about all that happened.

How much she would come to regret her decision.

* * *

Only 2 months into her 14th birthday and the ever-loving fate presented Penny with the third disaster, completing the hat trick.

Her beloved, fun-loving, enthusiastic uncle Ben has been mercilessly ripped out of her and May's lives by a stranger.

And she blamed herself for everything. She had been and _still is_ blaming herself for his death.

When she had decided to tell him about her spidery powers, and while they were out strolling peacefully in the partially (and weirdly empty) streets, when they stumbled upon a gun-wielding man who held the cashier of a local convenience store at gunpoint.

After ordering Penny to stay put, Ben had immediately rushed in, being the selfless person he is (something which was doubled-maybe even tripled- for penny who inherited it from her father and it was something that would cause great headaches to the adults that would become a part of her life in the future)

What followed was something that would be etched into Penny's memory for the rest of her life. She remembered how Ben had come from behind the man and tried to wrestle the gun out of his hand leading to a twisted version of tug war. Penny saw the man free himself from her uncle's grasp.

She saw the wild panic in the man's eyes as he whirled around to face Ben as he pointed the gun at him. There was a moment of silence. The man pointing the weapon threateningly at Ben who was standing still with both of his hands in front of him, his face clearly showed concentration. He was trying to come up with a way to subdue the man without the gun being fired.

Penny was fast. She was really fast. Her reflexes became amazing since the bite. She could have easily gained on the man and disarmed him before he even realized what happened. Except she didn't. Because she was scared, terrified. And she hated herself for it.

The moment of silence didn't last long enough and something seemed to push the man over the edge of his nerves as he yelled maniacally and shot the bullet and promptly ran away.

Things seemed to blur together after that.

Penny remembers cradling her uncle who laid motionless on the cold ground and wailing for him to wake up, to no avail.

She remembers being pulled away from Ben by people she didn't know, asking her if she was alright, and oh how much she wanted to snap at them and curse their stupidity because no! No, she wasn't alright! She just witnessed her uncle's murder, how can she be alright!

She remembers seeing the paramedics carry her uncle Ben away as the police questioned the cashier who had tears streaming down her face about anything that can be used to identify the murderer. And Penny practically shut down.

* * *

After that incident, things became dull.

Penny had not gone to school for the entirety of the week. She mostly locked herself in her room. She barely ate or drank anything.

Penny would be unable to sleep because she would lay awake on her bed, listening to her aunt's heartbreaking sobs. And even if she did manage to fall asleep she would be plagued with nightmares.

And mostly, Penny would blame herself because she had been the one to ask him for the stroll. She had been unable to do anything despite all of her powers. It wasn't her that helped the cashier lady. It was her uncle, Ben. Her very human uncle who decided to help.

At one point, when Penny was helping her aunt pack away all of uncle Ben's stuff (because keeping them in their place would be a constant reminder of who's missing) she recalled a memory of her uncle.

"With great power comes great responsibly"

That was a sentence Ben used to repeat always. Once she had asked him about the meaning. He had smiled at her softly (a smile she'll never see again) and said that he would tell her when she's older, but he can't anymore because he's dead.

But he doesn't need to, not anymore, because now she knows. If she has the power to do something helpful, then she has the responsibility to help.

And she will.


End file.
